Unassociated Document


     

    Exhibit
      10.1


    INVESTMENT
      MANAGEMENT TRUST AGREEMENT

    


    This
      Agreement is made as of [____],
      2008 by
      and between Korea Milestone Acquisition Corporation (the “Company”)
      whose
      principal office is located at 545-7 Dogokdong, Gangnam, Seoul, Korea 135-170,
      and Continental Stock Transfer & Trust Company (the
      “Trustee”),
      17
      Battery Place, New York, New York 10004.

    


    WHEREAS,
      the Company’s
      registration statement on Form F-1, No. 333-[____]
      (the
“Registration
      Statement”),
      relating to the initial public offering of its securities (the “IPO”)
      has
      been declared effective as of the date hereof (the “Effective
      Date”)
      by the
      Securities and Exchange Commission (capitalized terms used herein and not
      otherwise defined shall have the meanings set forth in the Registration
      Statement);

    


    WHEREAS,
      Broadband Capital Management LLC (the “Representative”)
      is
      acting as the representative of the underwriters in the IPO;

    


    WHEREAS,
      as described in the Registration Statement, and in accordance with the Company’s
      amended and restated memorandum and articles of association, an aggregate of
      $99,000,000 (or $113,550,000,
      if the underwriters’ over-allotment option is exercised in full), which is
      comprised of (i) the net proceeds of the IPO (except as provided in the
      Registration Statement); (ii) $3,000,000 received by the Company in exchange
      for
      its securities issued pursuant to the private placement that will take place
      immediately prior the closing of the IPO; and (iii) an additional $4,000,000
      (or
      $4,600,000, if the underwriters’ over-allotment option is exercised in full) of
      the proceeds of the IPO, representing deferred underwriting discounts and
      commissions payable to the underwriters of the IPO under the underwriting
      agreement between the Company and the Representative on behalf of the other
      underwriters named therein (the “Deferred
      Discount”),
      which
      the underwriters have agreed to deposit in the Trust Account (as defined below),
      will be delivered to the Trustee to be deposited and held in the Trust Account
      for the benefit of the Company, and the holders of the Company’s ordinary
      shares, par value $0.0001 per ordinary share (“Ordinary
      Shares”),
      that
      form a part of the units of the Company’s securities issued in the IPO (the
“Units”).
      The
      amount to be delivered to the Trustee will be referred to herein as the
“Property,”
the
      shareholders for whose benefit the Trustee shall hold the Property will be
      referred to as the “Public
      Shareholders,”
and
      the Public Shareholders, the underwriters and the Company will be referred
      to
      collectively as the “Beneficiaries;”
      and

    


    WHEREAS,
      the Company and the Trustee desire to enter into this Agreement to set forth
      the
      terms and conditions pursuant to which the Trustee shall hold the
      Property.

    


    NOW,
      THEREFORE,
      in
      consideration of the foregoing and the mutual covenants and agreements herein
      contained, the parties hereto agree as follows:

    


    1. Agreements
      and Covenants of Trustee.
      The
      Trustee hereby agrees and covenants to:

     

    (a) hold
      the
      Property in trust for the Beneficiaries
      in accordance with the terms of this Agreement in segregated trust accounts
      (“Trust
      Account”)
      established by the Trustee and at a brokerage institution located outside the
      United States selected by the Company; 

    


    (b) manage,
      supervise and administer the Trust Account subject to the terms and conditions
      set forth herein;

    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    (c) in
      a
      timely manner, upon the instruction of the Company, to invest and reinvest
      the
      Property in United States “government securities” within the meaning of Section
      2(a)(16) of the Investment Company Act of 1940 having a maturity of 180 days
      or
      less,
      and/or
      in any open ended investment company registered under the Investment Company
      Act
      of 1940 that holds itself out as a money market fund selected by the Company
      meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7
      promulgated under the Investment Company Act of 1940, as determined by the
      Company;

    


    (d) collect
      and receive, when due, all principal and income arising from the Property,
      which
      shall become part of the “Property,”
as
      such term is used herein;

    


    (e) notify
      the Company of all communications received by it with respect to any Property
      requiring action by the Company;

    


    (f) supply
      any necessary information or docu-ments as may be requested by the Company
      in
      connection with the Com-pany’s preparation of its tax returns;

    


    (g) participate
      in any plan or proceeding for protect-ing or enforcing any right or interest
      arising from the Property if, as and when instructed by the Company and/or
      the
      Representative to do so;

    


    (h) render
      to
      the Company and such other person as the Company may instruct and the
      Representative 
      (at the
      Representative’s request), monthly written statements of the activities of and
      amounts in the Trust Account reflecting all receipts and disbursements of the
      Trust Account; 

    


    (j) commence
      liquidation of the Trust Account only after and promptly after receipt of,
      and
      only in accordance with, the terms of a letter (the “Termination
      Letter”),
      in a
      form substantially similar to that attached hereto as either Exhibit
      A
      or
Exhibit B,
      signed
      on behalf of the Company by its President or Chairman of the Board and
      Secre-tary or Assistant Secretary of the Company, and complete the liquidation
      of the Trust Account and distribute the Property in the Trust Account only
      as
      directed in the Termination Letter and the other documents referred to therein;
      provided,
      however,
      that in
      the event that a Termination Letter has not been received by the Trustee by
      the
      close of business on the “business day” that is the 18-month anniversary of the
      consummation of the IPO (or the 24-month anniversary, if the Company has entered
      into a letter of intent, memorandum of understanding, agreement in principle
      or
      definitive agreement with respect to a business combination within such 18-month
      period; or up to the 36-month anniversary, if an extension of the time period
      within which the Company’s initial business combination may be consummated has
      been approved by shareholders in accordance with the Company’s amended and
      restated memorandum and articles of association) (the “Last
      Date”),
      the
      Trust Account shall be liquidated in accordance with the procedures set forth
      in
      the Termination Letter attached as Exhibit
      B
      hereto
      and distributed to the designated paying agent for distribution to the
      shareholders of record on the Last Date. A business day shall be any day that
      is
      not a Saturday, Sunday or other day on which banks are required or authorized
      to
      be closed in the City of New York. In all cases, the Trustee shall provide
      the
      Representative with
      a
      copy of any Termination Letter and/or any other correspondence that it receives
      with respect to any proposed withdrawal from the Trust Account promptly after
      it
      receives same. The provisions of this Section 1(j) may not be modified, amended
      or deleted under any circumstances; and

    


    (k) distribute,
      upon receipt of an Extension Notification Letter (as defined below), to the
      Public Shareholders who exercised their conversion rights in connection with
      an
      Extension (as defined below), an amount equal to the pro rata share of the
      Property relating to the Ordinary Shares for which such Public Shareholders
      have
      exercised conversion rights in connection with a vote of shareholders for an
      Extension. 

    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    2. Limited
      Distributions of Income from Trust Account.
      

    


    (a) Upon
      written request from the Company, which may be given from time to time in a
      form
      substantially similar to that attached hereto as Exhibit
      C,
      the
      Trustee shall pay to the Company
      by
      wire transfer the amount required to pay such taxes; provided,
      however,
      that in
      no event shall the aggregate amount of all checks issued to taxing authorities
      pursuant to this Section 2(a) exceed the income in respect of which such taxes
      are due and owing;

    


    (b) Upon
      written request from the Company, which may be given from time to time in a
      form
      substantially similar to that attached hereto as Exhibit
      D,
      the
      Trustee shall distribute to the Company from interest earned on the Trust
      Account (net of income taxes payable thereon) the amount requested by the
      Company to
      cover
      expenses related to investigating and selecting a target business and other
      working capital requirements; provided,
      however,
      that the
      aggregate amount of all such distributions shall not exceed $1,500,000,
      and the Company will not be allowed to withdraw interest income earned on the
      Trust Account unless there is sufficient funds available to pay the Company’s
      tax obligations that are or will be due on such interest income;
      and

    


    (c) The
      limited distributions referred to in Sections 2(a) and 2(b) above shall be
      made
      only from income collected on the Property. Except as provided in Sections
      2(a)
      and 2(b) above, no other distributions from the Trust Account shall be permitted
      except in accordance with Sections 1(i), (j) and (k) hereof.

    


    3. Agreements
      and Covenants of the Company.
      The
      Company hereby agrees and covenants to:

    


    (a) Give
      all
      instructions to the Trustee here-under in writing, signed by the Company’s
      Chairman of the Board or President in writing by the Chairman of the Board
      or
      President, provided
      that any
      Termination Letter shall be given pursuant to the requirements of paragraph
      1(j)
      hereof.
      In
      addi-tion, except with respect to its duties under paragraphs 1(i), 1(j), 1(k),
      2(a) and 2(b) above, the Trustee shall be entitled to rely on, and shall be
      protected in relying on, any verbal or telephonic advice or instruction that
      it
      believes to be given in good faith by any one of the persons authorized by
      this
      paragraph to give written instructions, provided that the Company shall promptly
      confirm such instructions in writing;

    


    (b) Hold
      the
      Trustee harmless and indemnify the Trustee from and against, any and all
      expenses, includ-ing reason-able counsel fees and disbursements, or loss
      suf-fered by the Trustee in connection with any action, suit or other
      pro-ceeding brought against the Trustee involving any claim, or in connection
      with any claim or demand that in any way arises out of or relates to this
      Agreement, the services of the Trustee hereunder, or the Property or any income
      earned from investment of the Property, except for expenses and losses resulting
      from the Trustee's gross negligence or willful misconduct. Promptly after the
      receipt by the Trustee of notice of demand or claim or the commencement of
      any
      action, suit or proceeding, pursuant to which the Trustee intends to seek
      indemnifica-tion under this paragraph, it shall notify the Company in writing
      of
      such claim (hereinafter referred to as the “Indemnified
      Claim”).
      The
      Trustee shall have the right to conduct and manage the defense against such
      Indemnified Claim, provided that the Trustee shall obtain the consent of the
      Company with respect to the selection of coun-sel, which consent shall not
      be
      unreasonably withheld. The Trustee may not agree to settle any Indemnified
      Claim
      without the prior written consent of the Company, which consent shall not be
      unreasonably withheld. The Company may participate in such action with its
      own
      counsel; 

    


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    (c) Pay
      the
      Trustee an initial acceptance fee, an annual fee and a transaction processing
      fee for each disbursement made pursuant to Section 2 as set forth on
Schedule
      A
      hereto,
      which fees shall be subject to modification by mutual agreement of the parties
      from time to time. It is expressly understood that the Property shall not be
      used to pay such fees and further agreed that said transaction processing fees
      shall be deducted by the Trustee from accumulated income at the time that
      disbursements are made to the Company pursuant to Section 2. The Company shall
      pay the Trustee the initial acceptance fee and first annual fee at the
      consummation of the IPO and the annual fee thereafter on the anniversary of
      the
      Effective Date. The Trustee shall refund to the Company the annual fee (on
      a pro
      rata basis) with respect to any period after the liquidation of the Trust
      Account. The Company shall not be responsible for any other fees or charges
      of
      the Trustee except as set forth in this Section 3(c) and as may be provided
      in
      Section 3(b) hereof (it being expressly understood that the Property shall
      not
      be used to make any payments to the Trustee under such Sections, except to
      the
      extent it is distributed to the Company pursuant to Section 2); and

    


    (d) In
      connection with any vote of the Company’s shareholders regarding a Business
      Combination or an Extension, provide to the Trustee an affidavit or certificate
      of a firm regularly engaged in the business of soliciting proxies and/or
      tabulating shareholder votes verifying the vote of the Company’s shareholders
      regarding such Business Combination or Extension.

    


    (e) Within
      five business days after the vote of the Company’s shareholders regarding an
      Extension (as described in paragraph (d) above), provide the Trustee with a
      letter (an “Extension
      Notification Letter”)
      providing that (i) the Last Date has been extended (an “Extension”)
      to a
      date that is not more than 36 months after the consummation of the IPO, and
      (ii)
      instructions for the distribution of funds to Public Shareholders who exercised
      their conversion rights in connection with such Extension. 

    


    4. Limitations
      of Liability.
      The
      Trustee shall have no responsibility or liability to:

    


    (a) Imply
      obligations, perform
      duties, inquire or otherwise be subject to the provisions of any agreement
      or
      document other than this agreement and that which is expressly set forth
      herein;

    


    (b) Take
      any
      action with respect to the Property, other than as directed in Sections 1 and
      2
      hereof and the Trustee shall have no liability to any party except for liability
      arising out of its own gross negligence or willful misconduct;

    


    (c) Institute
      any proceeding for the collection of any principal and income arising from,
      or
      institute, appear in or defend any proceeding of any kind with respect to,
      any
      of the Prop-erty unless and until it shall have received instructions from
      the
      Company given as provided here-in to do so and the Company shall have advanced
      or guaranteed to it funds sufficient to pay any expenses incident
      thereto;

    


    (c) Change
      the investment of any Property, other than in compliance with
      paragraph 1(c);

    


    (e) Refund
      any depreciation in principal of any Property;

    


    (f) Assume
      that the authority of any person designated by the Company to give instructions
      here-under shall not be continuing unless provided otherwise in such
      designa-tion, or unless the Company shall have delivered a written revocation
      of
      such authority to the Trustee;

    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    (g) The
      other
      parties hereto or to anyone else for any action taken or omitted by it, or
      any
      action suffer-ed by it to be taken or omitted, in good faith and in the exercise
      of its own best judgment, except for its gross negligence or willful misconduct.
      The Trustee may rely con-clusively and shall be protected in acting upon any
      order, notice, demand, certificate, opinion or advice of counsel (including
      counsel chosen by the Trustee), statement, instru-ment, report or other paper
      or
      document (not only as to its due execution and the validity and effectiveness
      of
      its provisions, but also as to the truth and acceptability of any information
      therein con-tained) which is believed by the Trustee, in good faith, to be
      genuine and to be signed or presented by the proper person or persons. The
      Trustee shall not be bound by any notice or demand, or any waiver, modification,
      termination or rescis-sion of this Agreement or any of the terms hereof, unless
      evidenced by a written instrument delivered to the Trustee signed by the proper
      party or par-ties and, if the duties or rights of the Trustee are affected,
      unless it shall give its prior written consent thereto;

    


    (h) Verify
      the correctness of the information set forth in the Registra-tion Statement
      or
      to confirm or assure that any acquisition made by the Company or any other
      action taken by it is as contemplated by the Registration Statement;


    


      (i)Prepare,
      execute and file tax reports, income or other tax returns and pay any taxes
      with
      respect to income and activities relating to the Trust Account, regardless
      of
      whether such tax is payable by the Trust Account or the Company (including
      but
      not limited to income tax obligations), it being expressly understood that
      as
      set forth in Section 1(i), if there is any income or other tax obligation
      relating to the Trust Account or the Property in the Trust Account, as
      determined from time to time by the Company and regardless of whether such
      tax
      is payable by the Company or the Trust, at the written instruction of the
      Company, the Trustee shall make funds available in cash from the Property in
      the
      Trust Account an amount specified by the Company as owing to the applicable
      taxing authority, which amount shall be paid directly to the Company by
      electronic funds transfer, account debit or other method of payment, and the
      Company shall forward such payment to the taxing authority; and

     

    (j) Verify
      calculations, qualify or otherwise approve the Company’s requests for
      distributions pursuant to Section 1(j) above.

    


    5. Termination.
      This
      Agreement shall terminate as follows:

    


    (a) If
      the
      Trustee gives written notice to the Company that it desires to resign under
      this
      Agreement, the Company shall use its reasonable efforts to locate a successor
      trustee. At such time that the Company notifies the Trustee that a successor
      trustee has been appointed by the Company and has agreed to become subject
      to
      the terms of this Agreement, the Trustee shall transfer the management of the
      Trust Account to the successor trustee, including but not limited to the
      transfer of copies of the reports and statements relating to the Trust Account,
      whereupon this Agreement shall terminate; provided,
      however,
      that,
      in the event that the Company does not locate a successor trustee within ninety
      days of receipt of the resignation notice from the Trustee, the Trustee may
      submit an application to have the Property deposited with any court in the
      State
      of New York or with the United States District Court for the Southern District
      of New York and, upon such deposit, the Trustee shall be immune from any
      liability whatsoever; or 

    


    (b) At
      such
      time that the Trustee has completed the liquidation of the Trust Account in
      accordance with the provi-sions of paragraph 1(j) hereof, and dis-tributed
      the
      Property in accordance with the provisions of the Termination Letter, this
      Agreement shall terminate except with respect to Section 3(b).

    


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    6. Miscellaneous.

    


    (a) Notwithstanding
      any other provision of this Agreement, the Trustee confirms its understanding
      that the Company has established the Trust Account relating to the Units being
      sold in the IPO. The Trustee acknowledges that the Trust Account will exist
      for
      the benefit of the Company’s Public Shareholders and the monies from the Trust
      Account may only be disbursed upon the occurrence of certain events, as more
      fully described in the Prospectus, and the Trustee hereby waives any and all
      right, title, interest or claim of any kind in or to any distribution of any
      property held in the Trust Account that it or its affiliates may have now or
      in
      the future and hereby agrees not to seek recourse, reimbursement, payment or
      satisfaction for any claim of any kind against the Trust Account for any reason
      whatsoever, including in respect of the Company’s indemnification obligations
      set forth in this Agreement. The Trustee agrees that neither it nor any of
      its
      affiliates have or will have any right, title, interest or claim in or to the
      monies in the Trust Account.

    


    (b) The
      Company and the Trustee each acknowledge that the Trustee will follow the
      procedures set forth in this paragraph with respect to funds transferred from
      the Trust Account. In executing funds transfers, the Trustee will rely upon
      all
      information provided by the Company, including payee account name, account
      numbers or other identifying numbers of a beneficiary, beneficiary's bank or
      intermediary bank. The Trustee shall not be liable for any loss, liability
      or
      expense resulting from any error in an account number or other identifying
      information.

    


    (c) This
      Agreement shall be governed by and construed and enforced in accordance with
      the
      laws of the State of New York, without giving effect to conflicts of law
      principles that would result in the application of the substantive laws of
      another jurisdiction. The parties hereto consent to the jurisdiction and venue
      of any state or federal court located in the City of New York, Borough of
      Manhattan, for purposes of resolving any disputes hereunder, and
      irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive.
      The parties
      hereto
      hereby
      waive any objection to such exclusive jurisdiction and that such courts
      represent an inconvenient
      forum. The
      Company hereby appoints, without power of revocation, Mintz, Levin, Cohn,
      Ferris, Glovsky & Popeo, P.C.,
      with
      an office at 666 Third Avenue, New York, New York, 10017, Attention of Kenneth
      R. Koch, Esq., as its agent to accept and acknowledge on its behalf service
      of
      any and all process which may be served in any action, proceeding or
      counterclaim in any way relating to or arising out of this letter
      agreement. 

    


    (d) This
      Agreement contains the entire agreement and understanding of the parties hereto
      with respect to the subject matter hereof. Except for Section 1(j) (which may
      not be amended under any circumstances), this Agreement or any provision here-of
      may only be changed, amended or modified by a writing signed by each of the
      parties hereto; provided,
      however,
      that no
      such change, amendment or modification may be made without the prior written
      consent of the Representative. As to any claim, cross-claim or counterclaim
      in
      any way relating to this Agreement, each party waives the right to trial by
      jury.

    


    (e) It
      may be
      executed in several original or facsimile counterparts, each one of which shall
      constitute an original, and together shall constitute but one
      instrument.

    


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    (f) Any
      notice, consent or request to be given in con-nection with any of the terms
      or
      provisions of this Agree-ment shall be in writing and shall be sent by express
      mail or similar private courier service, by certified mail (return receipt
      requested), by hand delivery or by facsimile transmission:

    


    if
      to the
      Trustee, to:

    


    Continental
      Stock Transfer 

    &
      Trust Company

    17
      Battery Place 

    New
      York,
      New York 10004

    Attn: Steven
      G.
      Nelson and Frank DiPaolo

    Fax
      No.:
      (212) 509-5150

    


    if
      to the
      Company, to:

     

    Korea
      Milestone Acquisition Corporation

    SoftForum
      Building

    8th
      Floor

    545-7
      Dogokdong

    Gangnam,
      Seoul, Korea 135-170

    Attn:
      Sang-Chul Kim, Chairman and Chief Executive Officer

    Fax
      No.:
      (82) (2) 2177-9696

    


    in
      either
      case with copies to:

    


    Broadband
      Capital Management LLC

    712
      Fifth
      Avenue, 49th Floor

    New
      York,
      NY 10019

    Fax
      No.:
      (212) 702-9830

    Attention:
      Corby Hocker

    


    and

    


    Ellenoff
      Grossman & Schole LLP

    150
      East
      42nd Street, 11th floor

    New
      York,
      NY 10017

    Attn:
      Douglas S. Ellenoff, Esq.

    Fax
      No.:
      (212) 370-7889

     

    (g) This
      Agreement may not be assigned by the Trustee without the prior consent of the
      Company.

    


    (h) Each
      of
      the Trustee and the Company hereby represents that it has the full right and
      power and has been duly authorized to enter into this Agreement and to perform
      its respective obligations as contemplated hereunder. The Trustee acknowledges
      and agrees that it shall not make any claims or proceed against the Trust
      Account, including by way of set-off, and shall not be entitled to any funds
      in
      the Trust Account under any circumstance.

    


    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    (i) Each
      of
      the Company and the Trustee hereby acknowledge that the
      Representative, on behalf of itself and the other underwriters of the IPO,
      shall
      be deemed to be intended third party beneficiaries of this Agreement.

    


    (j) It
      is the
      intention of the parties hereto that, for all relevant U.S. tax purposes, the
      Trust Account shall be treated as a mere security device, and the Company shall
      be treated as the beneficial owner of the Property and, accordingly, the Company
      agrees it will include all income from the Property in its income for all
      relevant U.S. tax purposes and each party hereto agrees to take no position
      inconsistent with such tax treatments.

     

    (Remainder
      of page intentionally left blank. Signature page to follow.)

    
 

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    IN
      WITNESS WHEREOF, the parties have duly executed this Investment Management
      Trust
      Agreement as of the date first written above.

    
      	 	 	 
	 	CONTINENTAL
              STOCK
              TRANSFER & TRUST COMPANY, as Trustee
	 
 	 
 	 
 
	 	By:  	 
	
               

            	
              
Name:
              Steven G. Nelson
              Title:
                President and Chairman of the
                Board

            




    
      	 	 	 
	 	KOREA
              MILESTONE
              ACQUISITION CORPORATION
	 
 	 
 	 
 
	 	By:  	 
	 	
              

              Name:
                Sang-Chul Kim

              Title:
                 Chairman
                and Chief Executive Officer

            


    

     

    
      [Signature
        Page to Investment Management Trust Agreement]

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    SCHEDULE
      A

     

    
      	
              Fee
                Item

            	 	
              Time
                and method of payment 

            	 	
              Amount

            
	
              Initial
                acceptance fee

            	 	
              Initial
                closing of IPO by wire transfer 

            	 	
              $1,000

            
	
              Annual
                fee

            	 	
              First
                year, initial closing of IPO by wire transfer; thereafter on the
                anniversary of the effective date of the IPO by wire transfer or
                check

            	 	
              $3,000

            
	
              Transaction
                processing fee for disbursements to the Company under Section
                2

            	 	
              Deduction
                by Trustee from accumulated income following disbursement made to
                the
                Company under Section 2

            	 	
              $250

            


    

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A

    


    Korea
      Milestone Acquisition Corporation

    SoftForum
      Building

    8th
      Floor

    545-7
      Dogokdong

    Gangnam,
      Seoul, Korea 135-170

    


    [Insert
      date]

    


    Continental
      Stock Transfer 

    &
      Trust Company

    17
      Battery Place

    New
      York,
      New York 10004

    Attn:
      Steven G. Nelson, Chairman

    


    Re: Trust
      Account No. [●] 

    


    Gentlemen:

    


    Pursuant
      to paragraph 1(j) of the Investment Management Trust Agreement between Korea
      Milestone Acquisition Corporation (the “Company”)
      and
      Continental Stock Transfer & Trust Company (the “Trustee”),
      dated
      as of [●],
      2008
      (the “Trust
      Agreement”),
      this
      is to advise you that the Company has entered into an agreement (the
“Business
      Agreement”)
      with
[●]
      (the
“Target
      Business”)
      to
      consummate a business combination with Target Business (the “Business
      Combination”)
      on or
      about [insert
      date].
      The
      Company shall notify you at least 48 hours in advance of the actual date of
      the
      consummation of the Business Combination (the “Consummation
      Date”).
      Capitalized terms used herein without definitions shall have the respective
      meanings assigned to such terms in the Trust Agreement.

    


    In
      accordance with the terms of the Trust Agreement, we hereby authorize you to
      commence liquidation of the Trust Account to the effect that, on the
      Consummation Date, all of the funds held in the Trust Account will be
      immediately available for transfer to the account or accounts that the Company
      shall direct on the Consummation Date.

    


    On
      the
      Consummation Date, (a) the Company shall deliver to you written notification
      that the Business Combination has been consummated, and (b) the Company shall
      deliver to you a certificate which verifies the vote of the Company’s
      shareholders in connection with the Business Combination and (c) the Company
      and
      the Representative shall deliver to you joint written instructions with respect
      to the trans-fer of the funds, including the Deferred Discount, held in the
      Trust Account (the “Instruction
      Letter”).
      You
      are hereby directed and authorized to transfer the funds held in the Trust
      Account immediately upon your receipt of the certificate referenced above and
      the Instruction Letter, (1) to the Representative in an amount equal to the
      Deferred Discount as so directed by them and (2) the remainder in accordance
      with the terms of the Instruction Letter. In the event that certain deposits
      held in the Trust Account may not be liquidated by the Consummation Date without
      penalty, you will promptly notify the Company of the same and the Company shall
      direct you as to whether such funds should remain in the Trust Account and
      be
      distributed after the Consummation Date to the Company. Upon the distribution
      of
      all the funds in the Trust Account pursuant to the terms hereof, the Trust
      Agreement shall be terminated.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    In
      the
      event that the Business Combination is not consummated on the Consummation
      Date
      described in the notice thereof and we have not notified you on or before the
      original Consummation Date of a new Consummation Date, then, upon receipt by
      the
      Trustee of written instructions from the Company, the funds held in the Trust
      Account shall be reinvested as provided in the Trust Agreement on the business
      day immediately following the Consummation Date as set forth in the
      notice.

     

    
      	 	 	 
	 	
              Very
                truly yours,

              


              KOREA
                MILESTONE ACQUISITION CORPORATION

            
	 
 	 
 	 
 
	 	By:  	 
	
               

            	
              
Sang-Chul
              Kim
              Chairman
                and Chief Executive Officer

            




    
       

    

    cc:
      Broadband Capital Management LLC

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
      B

    


    Korea
      Milestone Acquisition Corporation

    SoftForum
      Building

    8th
      Floor

    545-7
      Dogokdong

    Gangnam,
      Seoul, Korea 135-170

    


    [Insert
      date]

    Continental
      Stock Transfer 

    &
      Trust Company

    17
      Battery Place

    New
      York,
      New York 10004

    Attn:
      Steven G. Nelson, Chairman

    


    Re: Trust
      Account No. [●] 

    


    Gentlemen:

    


    Pursuant
      to paragraph 1(j) of the Investment Management Trust Agreement between Korea
      Milestone Acquisition Corporation (the “Company”)
      and
      Continental Stock Transfer & Trust Company (“Trustee”),
      dated
      as of [●], 2008 (the “Trust
      Agreement”),
      this
      is
      to advise you that the Company has been unable to effect a Business Combination
      with a Target Company within the time frame specified in the Company’s
      Memorandum and Articles of Association, as described in the Company’s prospectus
      relating to its IPO. Capitalized terms used herein without definitions shall
      have the respective meanings assigned to such terms in the Trust
      Agreement.

    


    In
      accordance with the terms of the Trust Agreement, we hereby authorize you,
      to
      commence liquidation of the Trust Account as promptly as practicable to
      shareholders of record on the Last Date (as defined in the Trust Agreement).
      You
      will notify the Company in writing as to when all of the funds in the Trust
      Account will be available for immediate transfer (“Transfer Date”) in accordance
      with the terms of the Trust Agreement and the Memorandum and Articles of
      Association of the Company. You shall commence distribution of such funds in
      accordance with the terms of the Trust Agreement and the Memorandum and Articles
      of Association of the Company and you shall oversee the distribution of the
      funds. Upon the distribution of all the funds in the Trust Account, your
      obligations under the Trust Agreement shall be terminated. 

    


    
      	 	 	 
	 	
              Very
                truly yours,

              


              KOREA
                MILESTONE ACQUISITION CORPORATION

            
	 
 	 
 	 
 
	 	By:  	 
	
               

            	
              
Sang-Chul
              Kim
              Chairman
                and Chief Executive Officer

            


    

     

    


    cc:
      Broadband Capital Management LLC 

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
      C

    


    Korea
      Milestone Acquisition Corporation

    SoftForum
      Building

    8th
      Floor

    545-7
      Dogokdong

    Gangnam,
      Seoul, Korea 135-170

    


    [Insert
      date]

    


    Continental
      Stock Transfer 

    &
      Trust Company

    17
      Battery Place

    New
      York,
      New York 10004

    Attn:
      Frank Di Paolo and Cynthia Jordan

    


    Re: Trust
      Account No. [●] 

    


    Gentlemen:

    


    Pursuant
      to paragraph 2(a) of the Investment Management Trust Agreement between Korea
      Milestone Acquisition Corporation (the “Company”)
      and
      Continental Stock Transfer & Trust Company (the “Trustee”),
      dated
      as of [●], 2008 (the “Trust
      Agreement”),
      this
      is
      to advise you that the Company hereby requests that you deliver to the Company
      $[●]
      of the
      income earned on the Property (as defined in the Trust Agreement) as of the
      date
      hereof. The Company needs such funds to pay for the income tax obligations
      as
      set forth on the attached tax return or tax statement. In accordance with the
      terms of the Trust Agreement, you are hereby directed and authorized to transfer
      (via wire transfer) such funds promptly upon your receipt of this letter to
      the
      Company’s operating account at:

    


    [WIRE
      INSTRUCTION INFORMATION]

    


    


    
      	 	 	 
	 	
              Very
                truly yours,

              


              KOREA
                MILESTONE ACQUISITION CORPORATION

            
	 
 	 
 	 
 
	 	By:  	 
	
               

            	
              
Sang-Chul
              Kim
              Chairman
                and Chief Executive Officer

            


    

     

    cc:
      Broadband Capital Management LLC 

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
      D

    


    


    Korea
      Milestone Acquisition Corporation

    SoftForum
      Building

    8th
      Floor

    545-7
      Dogokdong

    Gangnam,
      Seoul, Korea 135-170

    


    [Insert
      date]

    


    Continental
      Stock Transfer 

    &
      Trust Company

    17
      Battery Place

    New
      York,
      New York 10004

    Attn:
      Frank Di Paolo and Cynthia Jordan

    


    Re: Trust
      Account No. [●] 

    


    Gentlemen:

    


    Pursuant
      to Section 2(b) of the Investment Management Trust Agreement between Korea
      Milestone Acquisition Corporation (the “Company”)
      and
      Continental Stock Transfer & Trust Company (the “Trustee”),
      dated
      as of [●], 2008 (the “Trust
      Agreement”),
      the
      Company hereby requests that you deliver to the Company $[●]
      of
      the
      income earned as of the date hereof, which does not exceed, in the aggregate,
      with all such prior disbursements pursuant to Section 2(b), if any, the maximum
      amount set forth in Section 2(b). The Company needs such funds to pay its
      expenses relating to investigating and selecting a target business and other
      working capital requirements. In accordance with the terms of the Trust
      Agreement, you are hereby directed and authorized to transfer (via wire
      transfer) such funds promptly upon your receipt of this letter to the Company’s
      operating account at:

    


    [WIRE
      INSTRUCTION INFORMATION]

    


    
      	 	 	 
	 	
              Very
                truly yours,

              


              KOREA
                MILESTONE ACQUISITION CORPORATION

            
	 
 	 
 	 
 
	 	By:  	 
	
               

            	
              
Sang-Chul
              Kim
              Chairman
                and Chief Executive Officer

            


    

     

    cc:
      Broadband Capital Management LLC.

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    EXHIBIT
      E

     

    
      
        	
                AUTHORIZED
                  INDIVIDUAL(S)

              	 	
                AUTHORIZED
                  TELEPHONE
                  NUMBER(S)

              
	 	 	 
	
                Company:

              	 	 
	 	 	 
	
                Korea
                  Milestone Acquisition Corporation

              	 	 
	
                SoftForum
                  Building

              	 	 
	
                8th
                  Floor

              	 	 
	
                545-7
                  Dogokdong

              	 	 
	
                Gangnam,
                  Seoul, Korea 135-170

              	 	 
	
                Attn:
                  Sang-Chul Kim

              	 	
                (82)
                  (2) 575-0466

              
	 	 	 
	
                Trustee:

              	 	 
	 	 	 
	
                Continental
                  Stock Transfer 

              	 	 
	
                &
                  Trust Company

              	 	 
	
                17
                  Battery Place

              	 	 
	
                New
                  York, New York 10004

              	 	 
	
                Attn:
                  Frank Di Paolo, CFO

              	 	
                (212)
                  845-3270